Close

Form 10-Q AEye, Inc. For: Jun 30

August 15, 2022 6:07 AM EDT

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.
FALSE0001818644--12-312022Q2http://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrentP2YP3D00018186442022-01-012022-06-300001818644us-gaap:CommonStockMember2022-01-012022-06-300001818644us-gaap:WarrantMember2022-01-012022-06-3000018186442022-08-10xbrli:shares00018186442022-06-30iso4217:USD00018186442021-12-31iso4217:USDxbrli:shares0001818644us-gaap:ProductMember2022-04-012022-06-300001818644us-gaap:ProductMember2021-04-012021-06-300001818644us-gaap:ProductMember2022-01-012022-06-300001818644us-gaap:ProductMember2021-01-012021-06-300001818644us-gaap:TechnologyServiceMember2022-04-012022-06-300001818644us-gaap:TechnologyServiceMember2021-04-012021-06-300001818644us-gaap:TechnologyServiceMember2022-01-012022-06-300001818644us-gaap:TechnologyServiceMember2021-01-012021-06-3000018186442022-04-012022-06-3000018186442021-04-012021-06-3000018186442021-01-012021-06-300001818644us-gaap:PreferredStockMember2021-12-310001818644us-gaap:CommonStockMember2021-12-310001818644us-gaap:AdditionalPaidInCapitalMember2021-12-310001818644us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001818644us-gaap:RetainedEarningsMember2021-12-310001818644us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-3100018186442022-01-012022-03-310001818644us-gaap:CommonStockMember2022-01-012022-03-310001818644us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001818644us-gaap:RetainedEarningsMember2022-01-012022-03-310001818644us-gaap:PreferredStockMember2022-03-310001818644us-gaap:CommonStockMember2022-03-310001818644us-gaap:AdditionalPaidInCapitalMember2022-03-310001818644us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001818644us-gaap:RetainedEarningsMember2022-03-3100018186442022-03-310001818644us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001818644us-gaap:CommonStockMember2022-04-012022-06-300001818644us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300001818644us-gaap:RetainedEarningsMember2022-04-012022-06-300001818644us-gaap:PreferredStockMember2022-06-300001818644us-gaap:CommonStockMember2022-06-300001818644us-gaap:AdditionalPaidInCapitalMember2022-06-300001818644us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300001818644us-gaap:RetainedEarningsMember2022-06-300001818644srt:ScenarioPreviouslyReportedMemberus-gaap:PreferredStockMember2020-12-310001818644us-gaap:CommonStockMembersrt:ScenarioPreviouslyReportedMember2020-12-310001818644us-gaap:AdditionalPaidInCapitalMembersrt:ScenarioPreviouslyReportedMember2020-12-310001818644us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2020-12-310001818644srt:ScenarioPreviouslyReportedMember2020-12-310001818644srt:RestatementAdjustmentMemberus-gaap:PreferredStockMember2020-12-310001818644us-gaap:CommonStockMembersrt:RestatementAdjustmentMember2020-12-310001818644us-gaap:AdditionalPaidInCapitalMembersrt:RestatementAdjustmentMember2020-12-310001818644us-gaap:RetainedEarningsMembersrt:RestatementAdjustmentMember2020-12-310001818644srt:RestatementAdjustmentMember2020-12-310001818644us-gaap:PreferredStockMember2020-12-310001818644us-gaap:CommonStockMember2020-12-310001818644us-gaap:AdditionalPaidInCapitalMember2020-12-310001818644us-gaap:RetainedEarningsMember2020-12-3100018186442020-12-310001818644us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-3100018186442021-01-012021-03-310001818644us-gaap:CommonStockMember2021-01-012021-03-310001818644us-gaap:RetainedEarningsMember2021-01-012021-03-310001818644us-gaap:PreferredStockMember2021-03-310001818644us-gaap:CommonStockMember2021-03-310001818644us-gaap:AdditionalPaidInCapitalMember2021-03-310001818644us-gaap:RetainedEarningsMember2021-03-3100018186442021-03-310001818644us-gaap:CommonStockMember2021-04-012021-06-300001818644us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001818644us-gaap:RetainedEarningsMember2021-04-012021-06-300001818644us-gaap:PreferredStockMember2021-06-300001818644us-gaap:CommonStockMember2021-06-300001818644us-gaap:AdditionalPaidInCapitalMember2021-06-300001818644us-gaap:RetainedEarningsMember2021-06-3000018186442021-06-300001818644srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-01-012022-06-30lidr:segment0001818644country:US2022-06-300001818644srt:EuropeMember2022-06-300001818644srt:AsiaMember2022-06-300001818644us-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMemberlidr:CustomerTwoMember2022-01-012022-06-30xbrli:pure0001818644us-gaap:CustomerConcentrationRiskMemberlidr:CustomerOneMemberus-gaap:AccountsReceivableMember2022-01-012022-06-300001818644us-gaap:AccountsPayableMemberus-gaap:SupplierConcentrationRiskMemberlidr:SupplierTwoMember2022-01-012022-06-300001818644lidr:SupplierOneMemberus-gaap:AccountsPayableMemberus-gaap:SupplierConcentrationRiskMember2022-01-012022-06-300001818644us-gaap:CustomerConcentrationRiskMemberlidr:CustomerOneMemberus-gaap:AccountsReceivableMember2021-01-012021-12-310001818644lidr:SupplierOneMemberus-gaap:AccountsPayableMemberus-gaap:SupplierConcentrationRiskMember2021-01-012021-12-310001818644us-gaap:AccountsPayableMemberus-gaap:SupplierConcentrationRiskMemberlidr:SupplierTwoMember2021-01-012021-12-310001818644lidr:CustomerAMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-04-012022-06-300001818644lidr:CustomerAMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-06-300001818644lidr:CustomerAMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-01-012021-06-300001818644lidr:CustomerBMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-04-012021-06-300001818644lidr:CustomerBMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-01-012021-06-300001818644lidr:CustomerDMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-01-012022-06-300001818644us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberlidr:CustomerEMember2021-04-012021-06-300001818644us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberlidr:CustomerEMember2021-01-012021-06-300001818644srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-01-0100018186442021-08-160001818644us-gaap:CommonStockMemberlidr:AEyeTechnologiesMember2021-08-152021-08-150001818644srt:RestatementAdjustmentMemberus-gaap:PreferredStockMemberlidr:AEyeTechnologiesMember2021-08-1500018186442021-08-150001818644lidr:AEyeTechnologiesMemberlidr:CommonStockWarrantsMember2021-08-150001818644lidr:AEyeTechnologiesMemberlidr:CommonStockWarrantsMember2021-08-152021-08-150001818644lidr:SeriesAPreferredWarrantsMemberlidr:AEyeTechnologiesMember2021-08-150001818644lidr:SeriesAPreferredWarrantsMemberlidr:AEyeTechnologiesMember2021-08-152021-08-150001818644us-gaap:CommonStockMemberlidr:AEyeTechnologiesMember2021-01-012021-08-150001818644us-gaap:CommonStockMember2021-01-012021-08-150001818644lidr:PIPESubscriptionAllInvestorsMember2021-08-162021-08-160001818644lidr:PIPESubscriptionAllInvestorsMember2021-08-160001818644lidr:PIPESubscriptionDefaultedInvestorMember2021-08-162021-08-160001818644lidr:PIPESubscriptionDefaultedInvestorMember2021-08-160001818644lidr:CFIIIMember2021-08-122021-08-1200018186442021-08-162021-08-160001818644lidr:CFIIIMember2021-08-150001818644lidr:CommonShareholdersMemberlidr:AEyeTechnologiesMember2021-08-162021-08-160001818644lidr:AEyeTechnologiesMemberlidr:CFIIIFoundersMember2021-08-162021-08-160001818644lidr:AEyeTechnologiesMemberlidr:PIPESubscriptionDefaultedInvestorMember2021-08-162021-08-160001818644lidr:AEyeTechnologiesMemberlidr:PIPESubscriptionAllInvestorsMember2021-08-162021-08-160001818644lidr:AEyeTechnologiesMember2021-08-162021-08-160001818644us-gaap:CommonStockMemberlidr:AEyeTechnologiesMember2019-12-310001818644us-gaap:CommonStockMemberlidr:ReverseRecapitalizationConvertedSharesMember2019-12-310001818644us-gaap:PreferredStockMemberlidr:AEyeTechnologiesMember2019-12-310001818644lidr:ReverseRecapitalizationConvertedSharesMemberus-gaap:PreferredStockMember2019-12-310001818644us-gaap:CommonStockMemberlidr:AEyeTechnologiesMember2020-01-012020-12-310001818644us-gaap:CommonStockMember2020-01-012020-12-310001818644us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:CashAndCashEquivalentsMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2022-06-300001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2022-06-300001818644us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:USGovernmentDebtSecuritiesMemberlidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:FairValueInputsLevel2Memberlidr:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001818644us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:CashAndCashEquivalentsMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2021-12-310001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2021-12-310001818644us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CorporateBondSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:USGovernmentDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:USGovernmentDebtSecuritiesMemberlidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644lidr:DebtSecuritiesAvailableForSaleMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644us-gaap:FairValueInputsLevel2Memberlidr:PrivatePlacementWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001818644srt:MinimumMember2022-06-300001818644srt:MaximumMember2022-06-300001818644us-gaap:MachineryAndEquipmentMember2022-06-300001818644us-gaap:MachineryAndEquipmentMember2021-12-310001818644lidr:ComputersSoftwareAndRelatedEquipmentMember2022-06-300001818644lidr:ComputersSoftwareAndRelatedEquipmentMember2021-12-310001818644us-gaap:OfficeEquipmentMember2022-06-300001818644us-gaap:OfficeEquipmentMember2021-12-310001818644us-gaap:VehiclesMember2022-06-300001818644us-gaap:VehiclesMember2021-12-310001818644us-gaap:LeaseholdImprovementsMember2022-06-300001818644us-gaap:LeaseholdImprovementsMember2021-12-310001818644us-gaap:ConstructionInProgressMember2022-06-300001818644us-gaap:ConstructionInProgressMember2021-12-310001818644lidr:FinancingFacilityMemberlidr:SiliconValleyBankFinancingFacilityMember2021-03-180001818644lidr:FinancingFacilityMemberlidr:SiliconValleyBankFinancingFacilityFirstAdvanceMember2021-03-180001818644lidr:SiliconValleyBankFinancingFacilitySecondAdvanceMemberlidr:FinancingFacilityMember2021-03-180001818644lidr:FinancingFacilityMemberlidr:SiliconValleyBankFinancingFacilityFirstAdvanceMember2021-03-182021-03-180001818644lidr:SiliconValleyBankFinancingFacilitySecondAdvanceMemberlidr:FinancingFacilityMember2021-05-132021-05-130001818644lidr:FinancingFacilityMemberlidr:SiliconValleyBankFinancingFacilityMember2021-08-202021-08-200001818644us-gaap:SecuredDebtMemberlidr:SiliconValleyBankCreditFacilityMember2021-09-072021-09-070001818644lidr:ExtinguishmentOfDebtPrincipalMemberus-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMember2021-06-192021-06-190001818644us-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMemberlidr:ExtinguishmentOfDebtInterestMember2021-06-192021-06-190001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2020-12-310001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2021-08-160001818644us-gaap:CommonStockMember2021-08-162021-08-160001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2022-06-300001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2021-12-310001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2020-01-012020-12-310001818644us-gaap:SecuredDebtMemberlidr:SiliconValleyBankCreditFacilityMember2022-04-012022-06-300001818644us-gaap:SecuredDebtMemberlidr:SiliconValleyBankCreditFacilityMember2021-04-012021-06-300001818644us-gaap:SecuredDebtMemberlidr:SiliconValleyBankCreditFacilityMember2022-01-012022-06-300001818644us-gaap:SecuredDebtMemberlidr:SiliconValleyBankCreditFacilityMember2021-01-012021-06-300001818644us-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMember2022-04-012022-06-300001818644us-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMember2021-04-012021-06-300001818644us-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMember2022-01-012022-06-300001818644us-gaap:LoansPayableMemberlidr:PaycheckProtectionProgramCARESActMember2021-01-012021-06-300001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2022-04-012022-06-300001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2021-04-012021-06-300001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2022-01-012022-06-300001818644us-gaap:ConvertibleDebtMemberlidr:A2020NotesMember2021-01-012021-06-300001818644us-gaap:PreferredClassAMember2021-08-150001818644us-gaap:PreferredClassAMemberlidr:ReverseRecapitalizationConvertedSharesMember2021-08-160001818644us-gaap:PreferredClassBMember2021-08-150001818644lidr:ReverseRecapitalizationConvertedSharesMemberus-gaap:PreferredClassBMember2021-08-160001818644lidr:ReverseRecapitalizationConvertedSharesMember2021-08-160001818644lidr:PrivatePlacementWarrantsMember2022-06-300001818644lidr:PublicWarrantsMember2022-06-300001818644lidr:TumimStoneCapitalMemberus-gaap:PrivatePlacementMember2021-12-082021-12-080001818644lidr:TumimStoneCapitalMemberus-gaap:PrivatePlacementMember2021-12-080001818644lidr:TumimStoneCapitalMember2021-12-082021-12-080001818644lidr:TumimStoneCapitalMember2021-12-080001818644lidr:S1RegistrationMemberlidr:TumimStoneCapitalMember2022-05-060001818644lidr:TumimStoneCapitalMemberus-gaap:PrivatePlacementMember2022-01-012022-06-300001818644us-gaap:EmployeeStockOptionMember2022-01-012022-06-300001818644us-gaap:EmployeeStockOptionMember2021-01-012021-06-300001818644us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-06-300001818644us-gaap:WarrantMember2022-01-012022-06-300001818644us-gaap:WarrantMember2021-01-012021-06-300001818644us-gaap:ConvertibleDebtMember2022-01-012022-06-300001818644us-gaap:ConvertibleDebtMember2021-01-012021-06-30lidr:plan0001818644lidr:A2016StockPlanMember2022-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberlidr:A2016StockPlanMember2021-01-012022-06-300001818644us-gaap:EmployeeStockOptionMemberlidr:A2016StockPlanMember2022-01-012022-06-300001818644us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheOneMemberlidr:A2016StockPlanMember2022-01-012022-06-300001818644us-gaap:EmployeeStockOptionMemberlidr:A2016StockPlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMemberlidr:A2016StockPlanMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberlidr:A2016StockPlanMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberlidr:A2016StockPlanMember2022-01-012022-06-300001818644lidr:A2014USLADARIncEquityIncentivePlanMemberus-gaap:EmployeeStockOptionMembersrt:MaximumMember2022-01-012022-06-300001818644lidr:A2014USLADARIncEquityIncentivePlanMemberus-gaap:EmployeeStockOptionMember2022-01-012022-06-300001818644lidr:A2016StockPlanMember2021-08-162021-08-160001818644us-gaap:EmployeeStockOptionMemberlidr:A2016StockPlanMember2021-08-160001818644lidr:A2021EquityIncentivePlanMember2021-08-160001818644lidr:A2021EquityIncentivePlanMembersrt:ScenarioForecastMember2022-01-012022-12-310001818644lidr:A2021EquityIncentivePlanMembersrt:ScenarioForecastMember2023-01-012032-01-010001818644lidr:A2021EquityIncentivePlanMember2022-01-022022-06-300001818644lidr:A2021EquityIncentivePlanMemberlidr:NewEmployeesMemberus-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2022-01-012022-06-300001818644lidr:A2021EquityIncentivePlanMemberlidr:NewEmployeesMemberus-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2022-01-012022-06-300001818644lidr:A2021EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMemberlidr:ExistingEmployeesMember2022-01-012022-06-300001818644lidr:A2021EquityIncentivePlanMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012022-06-300001818644us-gaap:EmployeeStockMember2022-05-100001818644us-gaap:EmployeeStockMember2022-05-102022-05-1000018186442021-01-012021-12-310001818644us-gaap:RestrictedStockUnitsRSUMember2021-12-310001818644us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMember2022-06-300001818644us-gaap:CostOfSalesMember2022-04-012022-06-300001818644us-gaap:CostOfSalesMember2021-04-012021-06-300001818644us-gaap:CostOfSalesMember2022-01-012022-06-300001818644us-gaap:CostOfSalesMember2021-01-012021-06-300001818644us-gaap:ResearchAndDevelopmentExpenseMember2022-04-012022-06-300001818644us-gaap:ResearchAndDevelopmentExpenseMember2021-04-012021-06-300001818644us-gaap:ResearchAndDevelopmentExpenseMember2022-01-012022-06-300001818644us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-06-300001818644us-gaap:SellingAndMarketingExpenseMember2022-04-012022-06-300001818644us-gaap:SellingAndMarketingExpenseMember2021-04-012021-06-300001818644us-gaap:SellingAndMarketingExpenseMember2022-01-012022-06-300001818644us-gaap:SellingAndMarketingExpenseMember2021-01-012021-06-300001818644us-gaap:GeneralAndAdministrativeExpenseMember2022-04-012022-06-300001818644us-gaap:GeneralAndAdministrativeExpenseMember2021-04-012021-06-300001818644us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-06-300001818644us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-06-300001818644us-gaap:EmployeeStockOptionMember2022-01-012022-06-300001818644us-gaap:ProductMember2022-06-30lidr:performance_obligation0001818644country:US2022-04-012022-06-300001818644country:US2021-04-012021-06-300001818644country:US2022-01-012022-06-300001818644country:US2021-01-012021-06-300001818644country:DE2022-04-012022-06-300001818644country:DE2021-04-012021-06-300001818644country:DE2022-01-012022-06-300001818644country:DE2021-01-012021-06-300001818644srt:EuropeMember2022-04-012022-06-300001818644srt:EuropeMember2021-04-012021-06-300001818644srt:EuropeMember2022-01-012022-06-300001818644srt:EuropeMember2021-01-012021-06-300001818644srt:AsiaMember2022-04-012022-06-300001818644srt:AsiaMember2021-04-012021-06-300001818644srt:AsiaMember2022-01-012022-06-300001818644srt:AsiaMember2021-01-012021-06-300001818644us-gaap:TransferredAtPointInTimeMember2022-04-012022-06-300001818644us-gaap:TransferredAtPointInTimeMember2021-04-012021-06-300001818644us-gaap:TransferredAtPointInTimeMember2022-01-012022-06-300001818644us-gaap:TransferredAtPointInTimeMember2021-01-012021-06-300001818644us-gaap:TransferredOverTimeMember2022-04-012022-06-300001818644us-gaap:TransferredOverTimeMember2021-04-012021-06-300001818644us-gaap:TransferredOverTimeMember2022-01-012022-06-300001818644us-gaap:TransferredOverTimeMember2021-01-012021-06-300001818644us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2022-01-012022-06-300001818644us-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2021-01-012021-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2022-01-012022-06-300001818644us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ImmediateFamilyMemberOfManagementOrPrincipalOwnerMember2021-01-012021-06-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022

OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission file number 333-259554
lidr-20220630_g1.jpg
AEye, Inc.
(Exact name of registrant as specified in its charter)
Delaware
37-1827430
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Park Place, Suite 200, Dublin, CA
94568
(Address of Principal Executive Offices)
(Zip Code)
(925) 400-4366
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par value per shareLIDRThe Nasdaq Stock Market LLC
Warrants to purchase one share of common stockLIDRWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
Emerging growth company
                
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 10, 2022, the registrant had 159,300,358 shares of common stock, $0.0001 par value per share, outstanding.






1




AEye, Inc.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2022


TABLE OF CONTENTS

Page









2




CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve substantial risks and uncertainties. These statements reflect the current views of management with respect to future events and our financial performance. In some cases, you can identify these statements by forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business.

These statements are only predictions based on our current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. These factors include the information set forth in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and Part II, Item 1A, of this Quarterly Report under the heading “Risk Factors,” which we encourage you to carefully read. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.



































3




PART 1. FINANCIAL INFORMATION
Item 1. Financial statements (Unaudited)
AEYE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value)
June 30, 2022December 31, 2021
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$4,236 $14,183 
Marketable securities121,526 149,824 
Accounts receivable, net 189 4,222 
Inventories, net5,066 4,085 
Prepaid and other current assets4,151 5,051 
Total current assets135,168 177,365 
Right-of-use assets16,186 — 
Property and equipment, net6,717 5,129 
Restricted cash2,150 2,150 
Other noncurrent assets1,098 1,509 
Total assets$161,319 $186,153 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$3,836 $2,542 
Accrued expenses and other current liabilities10,792 8,739 
Contract liabilities1,633 2,287 
Total current liabilities16,261 13,568 
Operating lease liabilities, noncurrent17,424 — 
Deferred rent, noncurrent— 3,032 
Other noncurrent liabilities46 786 
Total liabilities33,731 17,386 
COMMITMENTS AND CONTINGENCIES (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock—$0.0001 par value: 1,000,000 shares authorized; no shares issued and outstanding
  
Common stock—$0.0001 par value: 300,000,000 shares authorized; 158,475,630 and 155,137,237 shares issued and outstanding at June 30, 2022 and December 31, 2021
16 16 
Additional paid-in capital332,344 320,937 
Accumulated other comprehensive loss(1,629)(391)
Accumulated deficit(203,143)(151,795)
Total stockholders’ equity127,588 168,767 
Total liabilities and stockholders’ equity$161,319 $186,153 
The accompanying notes are an integral part of these condensed consolidated financial statements.






4




AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
Three months ended June 30,Six months ended June 30,
2022202120222021
REVENUE:
Prototype sales$195 $228 $530 $461 
Development contracts511 519 1,258 615 
Total revenues706 747 1,788 1,076 
Cost of revenue1,427 454 2,909 1,071 
Gross loss(721)293 (1,121)5 
OPERATING EXPENSES:
Research and development10,762 5,726 19,338 11,562 
Sales and marketing5,323 1,911 9,939 3,498 
General and administrative9,827 4,750 21,157 7,760 
Total operating expenses25,912 12,387 50,434 22,820 
LOSS FROM OPERATIONS(26,633)(12,094)(51,555)(22,815)
OTHER INCOME (EXPENSE):
Change in fair value of embedded derivative liability and warrant liabilities141 (16)109 (119)
Gain on PPP loan forgiveness 2,297  2,297 
Interest income and other350 2 774 5 
Interest expense and other(307)(1,264)(650)(1,952)
Total other income (expense), net184 1,019 233 231 
Provision for income tax expense18  26  
Net loss$(26,467)$(11,075)$(51,348)$(22,584)
PER SHARE DATA
Net loss per common share (basic and diluted)$(0.17)$(0.11)$(0.33)$(0.22)
Weighted average common shares outstanding (basic and diluted)157,310,419 101,458,886 156,071,676 101,398,851 
COMPREHENSIVE LOSS:
Net loss$(26,467)$(11,075)$(51,348)$(22,584)
Change in net unrealized loss on available-for-sale securities, net of tax(182) (1,238) 
Comprehensive loss$(26,649)$(11,075)$(52,586)$(22,584)

The accompanying notes are an integral part of these condensed consolidated financial statements.






5




AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended June 30, 2022 and 2021
(In thousands, except share data)
(Unaudited)
Preferred StockCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance as of December 31, 2021
 $ 155,137,237 $16 $320,937 $(391)$(151,795)$168,767 
Stock-based compensation— — — — 5,340 — — 5,340 
Issuance of common stock upon exercise of stock options— — 656,303 — 222 — — 222 
Issuance of common stock upon vesting of restricted stock units— — 856,917 — — — — — 
Taxes related to net share settlement of equity awards— — (285,533)— (1,149)— — (1,149)
Change in net unrealized loss on available-for-sale securities, net of tax— — — — — (1,056)— (1,056)
Net loss— — — — — — (24,881)(24,881)
BALANCE—March 31, 2022 $ 156,364,924 $16 $325,350 $(1,447)$(176,676)$147,243 
Stock-based compensation— — — — 6,557 — — 6,557 
Issuance of common stock upon exercise of stock options— — 1,105,298 — 446 — — 446 
Issuance of common stock upon vesting of restricted stock units— — 883,318 — — — — 
Taxes related to net share settlement of equity awards— — (312,920)— (1,431)— — (1,431)
Issuance of common stock under the Common Stock Purchase Agreement— — 435,000 — 1,422 — — 1,422 
Issuance of stock upon exercise of public warrants— — 10 — — — — — 
Change in net unrealized loss on available-for-sale securities, net of tax— — — — — (182)— (182)
Net loss— — — — — — (26,467)(26,467)
BALANCE—June 30, 2022 $ 158,475,630 $16 $332,344 $(1,629)$(203,143)$127,588 






6





AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended June 30, 2022 and 2021
(In thousands, except share data)
(Unaudited)
Preferred StockCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal Stockholders’ Equity (Deficit)
SharesAmountSharesAmount
BALANCE—December 31, 2020 (as previously reported)16,383,725 $62,639 10,838,010 $ $5,920 $(86,784)$(18,225)
Retroactive application of recapitalization (Note 2)(16,383,725)(62,639)90,448,635 10 62,629   
Balance as of December 31, 2020, as adjusted  101,286,645 10 68,549 (86,784)(18,225)
Stock-based compensation— — — — 1,610 — 1,610 
Issuance of common stock upon exercise of stock options— — 171,724 — 85 — 85 
Net loss— — — — — (11,509)(11,509)
BALANCE—March 31, 2021  $ 101,458,369 $10 $70,244 $(98,293)$(28,039)
Issuance of common stock upon exercise of stock options— — 8,478 — 4 — $4 
Stock-based compensation— — — — 2,620 — 2,620 
Net loss— — — — — (11,075)(11,075)
BALANCE—June 30, 2021  101,466,847 10 72,868 (109,368)(36,490)

The accompanying notes are an integral part of these condensed consolidated financial statements.






7


AEYE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six months ended June 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(51,348)$(22,584)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 463 498 
Noncash lease expense relating to operating lease right-of-use assets654 — 
Inventory write-downs, net of scrapped inventory335  
Change in fair value of embedded derivative liability and warrant liabilities(109)119 
Noncash gain on PPP loan forgiveness (2,297)
Stock-based compensation11,897 4,230 
Amortization of debt issuance costs 437 
Amortization of debt discount 543 
Amortization of premiums on marketable securities, net of change in accrued interest826  
Other 189 
Changes in operating assets and liabilities:
Accounts receivable, net4,033 18 
Inventories, net (1,316)(1,813)
Prepaid and other current assets900 (316)
Other noncurrent assets 411 (144)
Accounts payable 932 1,513 
Accrued expenses and other current liabilities1,354 1,953 
Operating lease liabilities(859)— 
Deferred rent— (297)
Contract liabilities(1,285)(388)
Net cash used in operating activities(33,112)(18,339)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(1,759)(245)
Proceeds from redemption of marketable securities26,234  
Net cash provided by (used in) operating activities24,475 (245)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options668 89 
Proceeds from the issuance of convertible notes 8,045 
Proceeds from bank loan 10,000 
Principal payments - bank loan (667)
Transaction costs related to Business Combination and PIPE Financing paid prior to the close (1,287)
Payment of debt issuance costs (717)
Taxes paid related to the net share settlement of equity awards(3,400) 
Proceeds from issuance of common stock under the Common Stock Purchase Agreement1,422  
Net cash provided by (used in) financing activities(1,310)15,463 
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(9,947)(3,121)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period16,333 16,497 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Ending$6,386 $13,376 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes$10 $ 
Cash paid for interest$ $142 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment included in accounts payable and accrued liabilities$562 $85 
Taxes related to net settlement of restricted stock units included in accrued liabilities$15 $ 
Operating lease right-of-use assets obtained in exchange for lease obligations upon adoption of ASC 842$16,284 $— 
Financings costs included in accounts payable and accrued liabilities$ $2,143 
Noncash gain on extinguishment of debt related to PPP loan$ $2,297 
Operating lease right-of-use assets obtained in exchange for lease obligations$556 $— 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8


AEYE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data or otherwise stated)

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AEye, Inc. (the “Company” or “AEye”) is a provider of high-performance, active lidar systems for vehicle autonomy, advanced driver-assistance systems (ADAS), and robotic vision applications. AEye’s software-definable 4SightTM Intelligent Sensing Platform combines solid-state active lidar, an optionally fused low-light HD camera, and integrated deterministic artificial intelligence to capture more intelligent information with less data, enabling faster, more accurate, and more reliable perception.

On February 17, 2021, AEye Technologies, Inc., then known as AEye, Inc. (“AEye Technologies”), entered into the Agreement and Plan of Merger (the “Merger Agreement”) with CF Finance Acquisition Corp. III, a Delaware corporation (“CF III”), now known as AEye, Inc., and Meliora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CF III (“Merger Sub”). Based on CF III’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August 16, 2021 (the “Closing Date”), CF III closed the business combination (the “Business Combination,” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to the Merger Agreement, and Merger Sub was merged with and into AEye Technologies with AEye Technologies surviving the merger as a wholly owned subsidiary of CF III. On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), CF III changed its name to AEye, Inc.

The Company’s common stock and public warrants are now listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “LIDR” and “LIDRW”, respectively. Unless otherwise specified, “we,” “us,” “our,” “AEye,” and the “Company” refers to AEye, Inc., the combined entity following the Business Combination. Refer to Note 2 for further discussion of the Business Combination.

Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all adjustments necessary to the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows for the period presented under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. The accompanying interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP along with instructions to Form 10-Q and Article 10 of SEC Regulation S-X.

Principle of Consolidation and Liquidity

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of June 30, 2022, the Company’s existing sources of liquidity included cash, cash equivalents, and marketable securities of $125,762. The Company has incurred losses and negative cash flows from operations. As the Company incurs additional losses in the future, it may need to raise additional capital through issuances of equity and debt. However, management believes that the Company’s existing sources of liquidity are adequate to fund its operations for at least the next 12 months.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, Amortization of debt issuance costs is now presented as amortization of debt discounts on the consolidated statements of cash flows. Amortization of issuance costs is now presented as amortization of debt issuance costs on the consolidated statements of cash flows. Additionally, Payments of deferred financing costs is now presented as Transaction costs related to Business Combination and PIPE financing paid prior to the close on the consolidated statements of cash flows. Advances to suppliers has been broken out from Other within Footnote 6, Prepaid and other current assets.
9



Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include investments, embedded derivative and warrant liabilities, fair value of common stock, and stock-based compensation.

Segment Reporting

The Company manages its business on the basis of one reportable and operating segment. Operating segments are defined as components of an enterprise with separate financial information, and are evaluated regularly by the chief operating decision maker, which is the Company's Chief Executive Officer (“CEO”). The CEO decides how to allocate resources and assesses the Company’s performance based upon consolidated financial information. All of the Company's sales were made to customers (in USD) located in the U.S., Europe, and Asia through AEye, Inc. Of the $6,717 of net property and equipment as of June 30, 2022, $6,617 is located in the U.S., $73 is located in Europe, and $27 is in Asia.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, to limit the exposure of each investment. The Company’s marketable securities have investment grade ratings when purchased which mitigates risk.

The Company’s accounts receivables are derived from customers located in the U.S., Europe, and Asia. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral.

10


The Company’s concentration of risk related to accounts receivable and accounts payable was determined by evaluating the number of customers and vendors accounting for 10% or more of accounts receivable (“AR”) and accounts payable (“AP”). As of June 30, 2022, AEye had two customers each accounting for 10% or more of AR and two vendors accounting for 10% or more of AP. As of December 31, 2021, AEye had one customer accounting for 10% or more of AR and two vendors accounting for 10% or more of AP. During the six months ended June 30, 2022 and 2021, the Company did not have any write-offs and at June 30, 2022 and 2021 did not record an allowance for doubtful accounts as all accounts receivable amounts are expected to be collected.

For the three and six months ended June 30, 2022 and 2021, revenue from the Company’s major customers representing 10% or more of total revenue was as follows:

Three months ended June 30,Six months ended June 30,
2022202120222021
Customer A72 %*64 %13 %
Customer B*16 %*18 %
Customer C****
Customer D**20 %*
Customer E*67 %*46 %
*Customer accounted for less than 10% of total revenue in the period.

Significant Accounting Policies

The Company's significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021. Other than the accounting policy discussed below related to the adoption of Accounting Standards Codification ("ASC") 842, Leases, there have been no material change to the Company's significant accounting policies during the six months ended June 30, 2022.

Leases

The Company determines if an arrangement is or contains a lease at inception. The Company evaluates the classification of leases at commencement, and, as necessary, at modification. Operating leases, consisting of office leases, are included in Right-of-use ("ROU") assets, Accrued expenses and other current liabilities, and Operating lease liabilities, noncurrent, on the Company's consolidated balance sheets. The Company did not have any finance leases as of June 30, 2022 and December 31, 2021. ROU assets represent the Company's right to an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made prior to lease commencement and initial direct costs and excludes lease incentives. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. As most of the Company's leases do not include an implicit rate, the Company uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company's understanding of what its credit rating would be for a secured borrowing when the lease was executed. The Company's lease term includes the noncancelable period, any rent-free periods provided by the lessor, and options to extend or terminate the lease when it is reasonably certain that it will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term and is included in operating expenses on the consolidated statements of operations and comprehensive loss. The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases.

11


Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Update ("ASU") 2016-13, Measurement of Credit Losses on Financial Instruments, which has subsequently been amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, and ASU No. 2019-11. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. Available-for-sale and held to maturity debt securities are also required to be held net of an allowance for credit losses. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures and will adopt the guidance on January 1, 2023, as permitted for smaller reporting companies.

Recently Adopted Accounting Guidance

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02. FASB Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) supersedes the previous accounting guidance for leases included within ASC 840. The new guidance generally requires an entity to recognize operating and financing lease liabilities and corresponding right-of-use assets on its balance sheet, as well as recognize the associated lease expenses on its statements of operations in a manner similar to that required under current accounting rules. The guidance requires a modified retrospective transition approach with application in all comparative periods presented (the “Comparative Method”), or alternatively, as of the effective date as the date of initial application without restating comparative period financial statements (the “Effective Date Method”).

The Company adopted this new standard on January 1, 2022 using the Effective Date Method. Upon adoption, the Company recorded net ROU assets and lease liabilities of $16,284 and $19,921, respectively, and a reversal of deferred rent of $3,032; there were no cumulative effect adjustments as of January 1, 2022. The standard did not have a material effect on the Company's consolidated statements of operations and comprehensive loss and the consolidated statement of cash flows. The Company elected the transition practical expedient package, which among other things, allows the carryforward of historical lease classifications. The Company will continue to apply ASC Topic 840, Leases, prior to January 1, 2022, including Topic 840 disclosure requirements, in the comparative periods presented. The Company did not elect to apply the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment of right-of-use assets.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2021. The Company adopted ASU 2019-12 as of January 1, 2022, and the Company's adoption did not have a material impact on the consolidated financial statements.

2.RECAPITALIZATION

As discussed in Note 1, on August 16, 2021, AEye Technologies and CF III closed the Business Combination, with AEye Technologies surviving the Business Combination as a wholly owned subsidiary of CF III. As part of the closing of the Business Combination, CF III changed its name to AEye, Inc. (the “Combined Entity”).

Immediately prior to the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 301,000,000 shares, of which 300,000,000 shares were designated common stock, $0.0001 par value per share, and of which 1,000,000 shares were designated preferred stock, $0.0001 par value per share.

12


The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP. Under this method of accounting, AEye Technologies was treated as the accounting acquirer and CF III was treated as the acquired company for financial reporting purposes under FASB ASC Topic 805, Business Combinations (“ASC 805”). This determination is primarily based on AEye Technologies’ stockholders comprising a majority of the voting power of the combined entity, and having the ability to nominate the majority of the governing body of the combined entity, AEye Technologies’ senior management comprising the senior management of the Combined Entity, and AEye Technologies’ operations comprising the ongoing operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of AEye Technologies and the Business Combination was treated as the equivalent of AEye Technologies issuing stock for the net assets of CF III, accompanied by a recapitalization. The net assets of CF III are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AEye Technologies in future reports of the combined entity. Loss per share and stockholders’ equity (deficit), prior to the Business Combination, have been retroactively converted into 3.7208 shares (the “Exchange Ratio”).

Immediately prior to the closing of the Business Combination, all outstanding principal and unpaid accrued interest of the 2020 Notes were ultimately converted into 5,584,308 shares of AEye Technologies’ common stock and subsequently converted to Class A common stock of the Company (see Note 11). Separately, each issued and outstanding share of AEye Technologies’ 16,383,725 redeemable convertible preferred stock was converted into shares of AEye Technologies’ common stock based on a one-to-one ratio. The consolidated financial statements are accounted for with a retrospective application of the Business Combination that results in 16,383,725 shares of redeemable convertible preferred stock converting into common stock of the Company. Upon the closing of the Business Combination, each share of AEye Technologies common stock issued and outstanding was canceled and converted into the right to receive 3.7208 shares of CF III’s common stock (the “Per Share Merger Consideration”).

Immediately prior to the closing of the Business Combination, the Board approved the net exercise of common stock warrants and Series A preferred warrants which provides for the cashless exercise of 61,612 common stock warrants into 57,770 shares of AEye Technologies common stock and 7,353 Series A preferred warrants into 6,949 shares of AEye Technologies common stock at the Transaction Price of 37.21 per share. Upon the Closing, the combined 64,719 shares were cancelled and exchanged for 240,806 shares of the Company’s Class A common stock, after giving effect to the Exchange Ratio.

Immediately prior to the closing of the Business Combination, CF III’s amended and restated certificate of incorporation, dated November 12, 2020 (the “Charter”), was further amended and restated to eliminate the Class B common stock (after giving effect to the conversion of each outstanding share of Class B common stock immediately prior to the closing of the Business Combination into one share of Class A common stock).

PIPE Subscription Agreement

Contemporaneously with the execution of the Merger Agreement, CF III entered into separate PIPE Subscription Agreements in a private placement with a number of PIPE investors, pursuant to which the PIPE Investors agreed to purchase, and CF III agreed to sell to the PIPE Investors, an aggregate of 22,000,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $220,000. CF III also entered into a PIPE Subscription Agreement for 500,000 shares of common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $5,000 with an investor who defaulted on the Closing under the PIPE Subscription Agreement. The Company recently initiated litigation to enforce the terms of that investor's PIPE Subscription Agreement.

Redemption

Certain CF III shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 19,355,365 shares of CF III Class A common stock for an aggregate payment of $195,498, at a redemption price of $10.10 per share based on the Trust Account balance as of August 11, 2021.

13


Public and Private Placement Warrants

CF III Warrants issued in connection with the IPO (“Public Warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement Warrants”) to purchase shares of the Company’s common stock, at an exercise price of $11.50 per share, remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire 5 years after the completion of the Business Combination or earlier upon redemption or liquidation. The Public Warrants are classified as equity and valued based on the instrument’s publicly listed trading price. The Private Placement Warrants are classified as liabilities and measured at fair value, with changes in fair value each period reported in the consolidated statements of operations and comprehensive loss. The Company uses the Public Warrants listed trading price to value the Private Placement Warrants each reporting period.

Transaction Costs

In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $52,661 related to the equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds upon the closing of the Business Combination. Transaction costs that were not directly related to the Business Combination of approximately $2,198 were expensed.

Transaction Proceeds

Upon closing of the Business Combination, the Company received gross proceeds of $256,811 from the Business Combination and PIPE financing, offset by offerings costs of $52,661. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes in stockholders’ deficit for period ended December 31, 2021 (in thousands, except share data):

Cash - CF III's trust and cash (net of redemption)$36,811 
Cash - Private offering220,000 
Less: transaction costs and advisory fees paid(52,661)
Net Business combination and private offering$204,150 

The number of shares of common stock issued immediately following the closing of the Business Combination were:

CF III Class A common stock, outstanding prior to Business Combination23,000,000 
Less: redemption of CF III Class A common stock19,355,365 
Class A common stock of CF III3,644,635 
CF III founder shares5,750,000 
CF III Private Placement shares500,000 
CF III Shares issued in PIPE22,000,000 
Business Combination and PIPE shares31,894,635 
Legacy AEye shares122,509,667 
August 16, 2021154,404,302 

14


The number of Legacy AEye shares was determined as follows:

AEye shares
AEye shares, effected for Exchange Ratio
Balance at December 31, 201911,283,838 41,984,908 
Recapitalization applied to Convertible preferred stock outstanding at December 31, 201916,383,725 60,960,574 
Exercise of common stock options - 2020504,524 1,877,233 
Repurchase of common stock - 2020(950,352)(3,536,070)
Exercise of common stock options - 2021 (pre-Closing)54,859 204,119 
Conversion of Convertible Notes and Accrued Interest – 20215,584,308 20,778,097 
Exercise of common stock and Series A preferred stock warrants - 202164,719 240,806 
Total
122,509,667 
3.FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities is determined in accordance with the fair value hierarchy established in FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs, other than Level 1 inputs, which are observable either directly or indirectly or can be corroborated by observable market data using quoted prices for similar assets or liabilities.

Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's financial instruments that are not re-measured at fair value include accounts receivable, prepaid and other current assets, accounts payable, accrued expenses and other current liabilities, convertible notes, and long-term debt. The carrying values of these financial instruments approximate their fair values.

15


The Company’s financial assets and liabilities measured at fair value on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):

Fair Value Measured as of June 30, 2022 Using:
Adjusted CostUnrealized lossesFair ValueCash and Cash EquivalentMarketable Securities
Assets
Level 1
Money market funds$195 $— $195 $195 $— 
Level 2
Asset-backed securities$21,675 $(190)$21,485 $— $21,485 
Corporate bonds29,336 (515)28,821 — 28,821 
Commercial paper42,186  42,186 — 42,186 
U.S. Government securities29,958 (924)29,034 — 29,034 
Total financial assets$123,350 $(1,629)$121,721 $195 $121,526 
Liabilities
Level 2
Private placement warrant liability$— $— $46 $— $— 
Total financial liabilities$— $— $46 $— $— 

Fair Value Measured as of December 31, 2021 Using:
Adjusted CostUnrealized lossesFair ValueCash and Cash EquivalentMarketable Securities
Assets
Level 1
Money market funds$4,863 $— $4,863 $4,863 $— 
Level 2
Asset-backed securities$26,491 $(68)$26,423 $— $26,423 
Corporate bonds48,643 (150)48,493 — 48,493 
Commercial paper45,145  45,145 — 45,145 
U.S. Government securities29,936 (173)29,763 — 29,763 
Total financial assets$155,078 $(391)$154,687 $4,863 $149,824 
Liabilities
Level 2
Private placement warrant liability$— $— $155 $— $— 
Total financial liabilities$— $— $155 $— $— 

As of June 30, 2022 and December 31, 2021, the Company’s financial assets and liabilities subject to fair value procedures were comprised of the following:

Money Market Funds: The Company holds financial assets consisting of money market funds. These securities are valued using observable inputs, such as quoted prices in active markets for identical assets or liabilities.

16


Marketable Securities: The Company holds financial assets consisting of fixed-income U.S. government agency securities, corporate bonds, commercial paper and asset-backed securities. The securities are valued using prices from independent pricing services based on quoted prices of identical instruments in less active or inactive markets. Additionally, quoted prices of similar instruments in active market or industry models using data inputs such as interest rates and prices that can be directly observed or corroborated in active markets are used to value marketable securities.

Private Placement Warrant Liability: As of June 30, 2022, Level 2 fair value measurements were used for Private Placement Warrant liabilities. Any changes in the fair value of the liability are reflected in Change in fair value of embedded derivative liability and warrant liabilities on the consolidated statements of operations and comprehensive loss. Private Placement Warrant liability is included within other noncurrent liabilities on the consolidated balance sheets.

For the six months ended June 30, 2022 and year ended December 31, 2021, there were no transfers between Level 1 and Level 2 inputs.

4.CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash, cash equivalents (which consists entirely of money market funds) and restricted cash as of June 30, 2022 and December 31, 2021 were as follows (in thousands):

June 30, 2022December 31, 2021
(unaudited)
Cash and cash equivalents$4,236 $14,183 
Restricted cash2,150 2,150 
Total cash, cash equivalents, and restricted cash$6,386 $16,333 


5. INVENTORIES

Inventory, net of write-downs, as of June 30, 2022 and December 31, 2021 were as follows (in thousands):

June 30, 2022December 31, 2021
(unaudited)
Raw materials$2,298 $1,544 
Work in-process2,762 2,447 
Finished goods6 94 
Total inventory, net$5,066 $4,085 

The Company's inventory as of June 30, 2022 and December 31, 2021 was written down by $827 and $1,122, respectively, in order to reduce inventory to the lower of cost or to its net realizable value.


17


6.PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets as of June 30, 2022 and December 31, 2021 were as follows (in thousands):

June 30, 2022December 31, 2021
(unaudited)
Prepaid expenses$2,601 $3,980 
Advances to suppliers970 745 
Demonstration units366 224 
Other214 102 
Total prepaid and other current assets$4,151 $5,051 


7.     LEASES

The Company primarily leases office facilities in Northern California under noncancelable operating leases expiring at various dates through November 2026. Some of the Company's leases include options to renew, with renewal terms that, if exercised by the Company, extend the lease term from two to five years. The exercise of these renewal options is at the Company's discretion. The Company's lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company's short-term lease expense was determined to not be material.

The components of operating lease expenses for the three and six months ended June 30, 2022 are as follows (in thousands):

Three months endedSix months ended
June 30, 2022June 30, 2022
(Unaudited)(Unaudited)
Operating lease cost$600 $1,178 
Variable lease cost52 115 
Total operating lease cost$652 $1,293 

Supplemental cash flow information for the six months ended June 30, 2022 were as follows (in thousands):

June 30, 2022
(Unaudited)
Cash paid for operating leases included in operating cash flows$859 

Supplemental balance sheet information related to operating leases was as follows (in thousands):

As of June 30, 2022
(Unaudited)
Operating lease right-of-use assets$16,186 
Operating lease liabilities:
Operating lease liabilities, current$2,194 
Operating lease liabilities, non-current17,424 
Total operating lease liabilities$19,618 
18



As of June 30, 2022
(Unaudited)
Weighted average remaining lease term (in years)9.27
Weighted average discount rate5.35 %

Maturities of lease liabilities were as follows (in thousands):

Operating leases
Years ended: (Unaudited)
2022 (remaining six months)$1,023 
20232,514 
20242,570 
20252,583